To whom can a Sonesta Simply Suites franchisee disclose Confidential Information?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
All Confidential Information furnished to you by us or on our behalf, whether orally or by means of written material (i) shall be deemed proprietary, (ii) shall be held by you in strict confidence, (iii) shall not be copied, disclosed or revealed to or shared with any other person except to your employees or contractors who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than your obligations hereunder, or to individuals or entities specifically authorized by us in advance, and (iv) shall not be used in connection with any other business or capacity. You will not acquire any interest in any of our Confidential Information other than the right to use it as we specify in operating your Hotel during the Term. You agree to adopt and implement reasonable procedures to prevent unauthorized access, use or disclosure of Confidential Information, including by establishing reasonable security and access measures and restricting its disclosure to key personnel. We reserve the right to require that any employee, agent, or independent contractor that you hire execute a non-disclosure agreement to protect the Confidential Information. We reserve the right to regulate the form of non-disclosure agreement that you use and to be a third-party beneficiary of those agreements with independent enforcement rights. You acknowledge that any form of non-disclosure agreement that we require you to use, provide to you, or regulate the terms of, may or may not be enforceable in a particular jurisdiction. You agree that you are solely responsible for obtaining your own professional advice with respect to the adequacy of the terms and provisions of any confidentiality agreement that your employees, agents, and independent contractors sign.
Confidential Information does not include Restricted Data (as defined in Section 8.M), nor does it include information, knowledge, or know-how which you can demonstrate lawfully came to your attention before we provided it to you directly or indirectly; which, at the time we disclosed it to yo
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 64–65)
What This Means (2025 FDD)
According to Sonesta Simply Suites' 2025 Franchise Disclosure Document, franchisees are permitted to disclose Confidential Information to specific parties under certain conditions. Franchisees can share Confidential Information with their employees or contractors who need to know the information to fulfill the Franchise Agreement. However, these employees or contractors must be under a duty of confidentiality that is no less restrictive than the franchisee's own obligations.
Sonesta Simply Suites also allows franchisees to disclose Confidential Information to individuals or entities specifically authorized by them in advance. This indicates that franchisees must obtain explicit permission from Sonesta Simply Suites before sharing confidential details with any other party not covered by the employee/contractor exception.
The Franchise Agreement also stipulates that franchisees must implement reasonable procedures to prevent unauthorized access, use, or disclosure of Confidential Information. This includes establishing security measures and restricting disclosure to key personnel. Sonesta Simply Suites retains the right to require that any employee, agent, or independent contractor hired by the franchisee execute a non-disclosure agreement to protect Confidential Information, and they can regulate the form of this agreement and be a third-party beneficiary with independent enforcement rights. Franchisees are responsible for seeking professional advice on the adequacy of these confidentiality agreements.
It is important to note that information that the franchisee can demonstrate lawfully came to their attention before Sonesta Simply Suites provided it, or information that is considered Restricted Data, is not considered Confidential Information. This exception acknowledges that franchisees may already possess certain knowledge or data independently of the franchise relationship.